Better Things
by Aspirare
Summary: Ultra Magnus and Optimus Prime must deal with their past and future relationship in the face of the Decepticon threat on Earth. Takes place during "Mission Accomplished." Ultra Magnus/Optimus Prime.


**Title:** Better Things

**Rating:** M

**Disclaimer:**_ Transformers _and all related characters therein do not belong to me. No copyright infringement is intended.

**Universe:** Transformers: Animated

**Pairing(s):** Ultra Magnus/Optimus Prime

**Author's Note:** Written for a contest challenge, but I didn't get it finished in time. I think it's three years late at this point? Prompt: Old and Young.

8888

_Speramus Meliora; Resurget Ceneribus_

_-Motto for the city of Detroit. _Lat._ "We hope for better things; It shall rise from the ashes"_

8888

Nightfall had come to old Detroit. The city shimmered in the darkness, glowing under the gloss of its restoration and revitalization. There was little doubt that Sumdac Systems had been good for Detroit; it had been given a new purpose, a new direction, and Motown thrived when it was the center of attention.

Ultra Magnus was not entirely fooled by the glitz and glamour, though. The abandoned factory in which Optimus Prime's team had taken residence was too near the old industrial neighborhoods for even a newcomer to believe in Detroit's shining façade. Old Detroit was just that: old, and even a new gloss of paint could not hide its rust. Here, at night, just on the outskirts of the Delray neighborhood, Detroit still trembled and shed a skin that never properly fit. Here were the poor, the desperate, and the deviants who had been left jobless by the very same robotics that had Sumdac Systems lavishing in affluence.

Shifting in his spot atop the old factory, Ultra Magnus winced as the lingering ache from Starscream's null ray crawled its way through his systems. He did not like Detroit. While his contempt was not as concrete as Sentinel Prime's, who held an unshakeable disdain for everything organic, Ultra Magnus had never believed that Cybertronians should be anywhere but on Cybertron. Cybertron had proven itself to have its servos full of its own problems; it did not need to become entangled in the affairs of other planets.

On top of that, Old Detroit was uncomfortably similar, as each slum and alley echoed of Cybertron's own city of Kaon. Certainly, the situations were not exact, as the humans were too young and too fortunate of a species to understand the implications—the _horrors_—of the Great Wars, but the parallels were still there: the uneven distribution of wealth, the unemployment, the crime. The desperation. And if there was anything that Ultra Magnus did not need, it was reminders of Kaon. That city did a good enough job of haunting his regrets all on its own.

The sound of a heavy, rusty slide of metal against metal stirred Ultra Magnus out of his thoughts, and he turned towards the door that had opened. He surprised himself at how little alarm he felt—strange noises on a strange planet with a notorious Decepticon in custody—but perhaps he had known who had been on his way up to the roof long before Optimus Prime appeared.

Optimus was surprised to see him, if Ultra Magnus were to judge by the way Optimus's optics widened and the snap of a sudden tension that caused him to straighten.

"Ah, Commander," Optimus said, almost too belatedly for the demands of etiquette. "I'm sorry. I didn't know you were up here."

Optimus turned to depart and leave his commanding officer to his solitude, but Ultra Magnus stopped him.

"It's all right, Optimus Prime," he said. "You do not have to leave."

There was hesitation in Optimus's stance, as though he was unsure of whether or not he should go anyway. Ultra Magnus sighed. This had been the problem of all their interactions back on Cybertron: Optimus had never known quite what to make of the more subtle overtures of camaraderie from a commanding officer when all of his Academy training had conditioned him to expect nothing but strict hierarchy.

"I would like some company," Ultra Magnus said. Optimus relaxed and moved to step up next to Ultra Magnus. Even relaxed, however, Optimus still held a posture of deference: head down, with his gaze slightly averted. Ultra Magnus found that he quite disliked such submissive gesturing from Optimus, for it did not suit the other mech. He could not quite blame Optimus, however, since Ultra Magnus had been the one to discharge him from the Elite Guard. Whatever trust Optimus had held in him in terms of friendship had been ground raw, if not destroyed entirely. "At ease. I am not acting as commanding officer."

A silence settled between them, and it was awkward, but trying to broach it seemed even more so. Neither had really anything to say to each other outside an official capacity, and once again, Ultra Magnus could feel that node of regret, sitting like a ghost in the corner of his spark. Things had not always been as such between them.

"Are you feeling better?" Optimus asked after several long moments. He gestured towards the faintly discolored spot on Ultra Magnus's chest plates, where the older mech had taken the point-blank shot from Starscream earlier in the day.

"I am. Ratchet is a talented medic," Ultra Magnus answered. The reply was more politeness than anything, but it was true enough. Ratchet was the reason why they had not yet left this planet, as he had, on his authority as a medic, requested that Ultra Magnus remain for the rest of the night on Earth to make sure that there were no lasting effects. Ultra Magnus had agreed, despite his anxiousness to get Starscream into secure Autobot custody.

That uncomfortable, heavy silence stretched between them again, and Optimus shuffled restlessly before finally breaking under the tension.

"Commander, I feel as though I should reiterate my concerns about the Decepticons still on Earth. They pose a significant threat—"

"We must decide, Optimus Prime," Ultra Magnus interrupted. "On which is more important: the safety of Earth or keeping the space bridges from the Decepticons and maintaining the security of Cybertron."

There was a heavy, sticky pause before Optimus exhaled through his vents and replied.

"The primary objective of all Cybertronians is to maintain the lawful directives of the Autobot Council and to protect Autobot interests against all enemies." Optimus's voice was soft as he recited the Autobot Oath of Allegiance. Recitation it was—simple memorization without conviction. Or, at least, there was much less conviction than there used to be. "But, sir," Optimus continued. "Don't Autobots also have a moral objective to help others who face similar threats? To help those who cannot defend themselves with equal strength?"

"Then, one must decide if law takes precedence over morality, and whether an individual is worse for being unlawful or immoral."

"Why are they even separate? Shouldn't lawfulness and morality be the same thing?"

The debate was an old one; Ultra Magnus recognized this argument from long ago. It had been the subject of his and Optimus's first conversation at the Elite Guard Convocation for new recruits, and while Ultra Magnus ordinarily relished speaking with an intelligent student—one bright and bold and new to the world—he found that on this night it irritated him.

"I believe you have made your stand on the morality versus lawfulness debate clear before, Optimus Prime."

Chided, Optimus fell quiet, the line of his jaw clenching with the effort of biting back his replies. Ultra Magnus knew that he was being contradictory—only a few hours previous had found him extolling Optimus's aversion to playing 'by the book'—but every interaction with Optimus seemed to end that way: Ultra Magnus caught between praise and keeping Optimus from letting that foolhardiness get him into trouble. Past experience had seen Ultra Magnus already fail at such a task, but that was not surprising; Optimus Prime was a force all on his own and difficult to contain. On some level, Ultra Magnus admired him. Optimus had brought life into the Elite Guard, stirring up trouble and conventions wherever he walked: he held little regard to how things were and rather focused on how they 'ought' to be. The potential there was astounding, but the wisdom and peer support was lacking.

Once more, enthusiasm and idealism was shamefully wasted on the young.

"If you'll excuse me, Commander, I must go check on Sari and make sure she is all packed for tomorrow," Optimus said as he gave a slight bow. He turned to leave, but Ultra Magnus reached out to grab Optimus's wrist. He pulled, causing Optimus to stumble closer to him, and he dipped his head to catch Optimus's mouth in a kiss. Optimus stiffened in surprise but soon relaxed, his optics shuttering as he opened his mouth to let Ultra Magnus in.

Oh, but Ultra Magnus remembered this, too. He remembered it from study sessions at the Academy, when he had been Optimus's advisor and Optimus would come ask for help on homework. He remembered it from the successful completions of difficult exams, and he remembered it from that long night when he had personally welcomed Optimus Prime into the Elite Guard.

And yet, Optimus tasted differently this time. Back on Cybertron, Optimus tasted of fresh energon, of clean coolant, chilled by Cybertron's thin atmosphere. Here, Optimus tasted of petroleum—a curious, exotic mix that had traces of strange metals—copper and nickel—that could be described only as _earthy_. There was soot and grease and slick, sweetened oil, still faintly warm by the sun that had only recently set. It suited Optimus impossibly well.

Ultra Magnus shifted and wrapped a hand around Optimus's lower back to pull the younger 'bot closer. Optimus stepped up neatly, reaching up to curl an arm around the back of Ultra Magnus's neck. To be together again felt good, calming and invigorating all at once, and Ultra Magnus hummed as he felt both of their sparks' energies begin to stir in interest. The plates beneath his hands were smooth, with energy buzzing just below the surface, and Ultra Magnus could hardly prevent himself from blindly seeking out the thin seams of Optimus's armor. He did not quite let his fingertips dip inwards, but rather, he just laid his hands along the edges, feeling the vibrations from Optimus's inner machinery. Ultra Magnus was not yet overcome, not yet lost, but he was dangerously close to it, and he would have followed the impulse willingly had the chime of Optimus's communicator not severed their tenuous connection.

Optimus pulled away. Ultra Magnus nearly protested, but Optimus was quick; he took several steps backwards and turned away as his embarrassment and common sense caught up with him.

"Optimus Prime here," he said, struggling to keep his voice steady.

"Prime, yeah. Fanzone, here," came the reply. Distantly, Ultra Magnus recognized the voice as belonging to Optimus's human contact—the head of the local law enforcement. Fanzone's voice was also wavering, as though he was unsure of this method of communication.

"Yes, Captain, what is it?"

"We've, ah, gotta situation here at the docks. The Port Authority's givin' reports of machinery actin' all funny—I think it might be one of those All Spark fragments you guys have been lookin' for."

Ultra Magnus started, still taken aback by the thought of the All Spark _in pieces_, but Optimus straightened as his discomfort faded under the need for calculation. Even from this distance, Ultra Magnus could see Optimus working through probabilities.

"Anything dangerous?" Optimus questioned.

"Not that we've heard. Just machines not actin' right—not doin' what they're supposed to."

"I'll be right there," Optimus said and closed the connection. For a moment, he was still, gathering his courage, before he turned back to face Ultra Magnus. "Are Jazz and Sentinel available for reconnaissance?"

Ultra Magnus shook his head. "I have them standing guard over Starscream. Your team?"

"They're all with Sari, right now. I'd rather not pull them away if it's not needed," Optimus replied, and though he had kept his tone polite, Ultra Magnus could not mistake the firm undertone and resentment. Optimus had indeed grown bolder, more confident in his position, and even a minor sort of exile had not been able to ground down his sense of the importance of morale and emotional health. Ultra Magnus decided to reward it.

"I understand. I will accompany you."

While he did not look particularly enthused with the idea, Optimus nevertheless nodded.

"Yes, sir. Follow me."

8888

The docks were a dark and heavy presence on the lakeshore: sharp-edged and unfriendly. Following Optimus in through the security gates that had been opened by the few humans still on duty, Ultra Magnus stopped when Optimus did, and both unfolded themselves back into their bipedal forms. Pausing in their conversation with the police officers, the human workers silently eyed him and Optimus, their distrust obvious, and Optimus respectfully kept his distance.

One of the security guards raised his arm, cigarette glowing dimly between his fingertips as he pointed in towards the shadowed depths of the docks.

"In there," was all he said.

Ultra Magnus curled his hand tightly around his hammer, and he fought back a grimace as his battle sensors crackled, almost painfully, to life—they were still damaged from his earlier encounter with Starscream. Optimus was looking strangely at him, and several long moments passed before Ultra Magnus realized that Optimus was waiting for orders. Embarrassment flooded through him, along with no small amount of frustration. He had done nothing but stumble and misstep during his time on Earth, hardly proving himself to be the capable Autobot commander who had purged the Decepticons from Cybertron. Well, he could fix that easily enough.

"I am not picking up any Decepticon energy signals, but we cannot be too careful. If the strange activity is coming from an All Spark shard, we can be sure that the Decepticons will not be far behind."

"Yes, sir," Optimus responded as he snapped a quick salute and pulled out his ax. It remained unactivated, the metal of it gleaming a muted, dusky silver.

Ultra Magnus took the lead into the docks, all of his audial sensors attuned to the slightest of noises—a circuit-wracking task on such a strange and unfamiliar planet. But, perhaps, not so unfamiliar. The buildings were smaller and closer together, made as they were for human physiology, but the machines were almost recognizable. To see such _similarity_ to Cybertron on a distant, previously unknown organic planet was unnerving. Granted, some of the newer technology had been reverse-engineered from Megatron, but that could hardly account for everything. It certainly could not explain how these docks could nearly be a piecemeal shadow of the great shipping yards of Tyger Pax, nor could it explain the same sense of claustrophobia and unbalance.

Ultra Magnus chanced a sideways glance at Optimus, who was trailing closely. Old memory files of Optimus's personnel folders opened almost unbidden—Optimus had been a dockworker in Tyger Pax, one of the few to become something more, and until that moment, Ultra Magnus had not considered that as the reason for Optimus's grip on the ax—it was so tight that Ultra Magnus could nearly hear the gears in Optimus's servos groaning with the tension. Optimus had very rarely spoken of his life before acceptance into the Autobot Academy, but on the few, brief occasions he had done so, Ultra Magnus had not gathered that time to be a happy one.

"Commander," Optimus's voice cut through his thoughts a split nanoklik after Ultra Magnus heard the strange sound himself. He silently cursed himself for letting his thoughts drift off again, but he already knew himself to be so much of a fool; he never had any modicum of sense where Optimus Prime was concerned. On the rare occasion he did have sense, he tended towards misapplying it.

"Comm silence," Ultra Magnus snapped, and his internal audios rang with white-noise as Optimus turned off his comm link. The combat technique was fairly new, and, learned as it was from organic planets, it carried some vulnerability. Cybertronians were not well-suited to non-verbal communication—hand signals and intuitive notions of another's body language and facial expressions—but the Decepticons were masters of communication; they were brilliant at interception, subversive technology, code-breaking, and code-making. As such, the benefits of invisibility far outweighed the risk of misjudging each other's movements. While Megatron's presence at the docks was a large assumption, Ultra Magnus had learned in the past couple of days that, on Earth, no assumptions were too large.

Both Ultra Magnus and Optimus pulled into the shadows as each pulled up their electromagnetic signal disrupters; they would be difficult to find unless someone was truly looking for them. Ultra Magnus held up his hand to motion for continued silence. It was purely out of habit; Optimus knew better than to speak, but Ultra Magnus was well-accustomed to working with Sentinel Prime.

The sound that had alerted them both was quiet, and Ultra Magnus had a difficult time identifying it. Reverberating through the dock's corridors was the whine of metal scraping against metal and the rusty groan of machines under stress. Optimus made a motion towards the northeast, and Ultra Magnus nodded his assent. They moved together, quietly but slowly, as they tested and rethought their track through the docks. Each of Ultra Magnus's sensors were strained to their maximum capacity as he listened for any hint of Decepticon activity; they ached and crackled, and his central processor throbbed deeply as it ran through its battle logic and calculated and recalculated the variables. While none of it was enough to make him stumble, or rethink, Ultra Magnus did recognize the signs of age, especially when it made his thoughts stray so easily as this from the task at hand.

From inside a warehouse, just on the edge of the lake—Ultra Magnus could smell the algae and sewage and fish—the sound was at its loudest; the repetitive, screeching scrape was enough to set his internals to shuddering. Optimus was looking up, and Ultra Magnus followed his gaze to the high, grimy windows that were set in along the wall. Ultra Magnus settled into his spot, tucking himself deeper into the shadows as Optimus began to climb the stackings of steel freight crates.

Optimus made a motion, and Ultra Magnus was up and moving before he realized he should not have understood the signals of someone with whom he had not worked in over fifty stellar cycles. He decided to put it out of his processor, though, and instead he made his way to the docking entrance of the warehouse. The bay doors were partway open, enough so that Ultra Magnus could duck underneath them.

He refrained from trying to imagine what could so spook the humans into abandoning even the doors.

None of the lights were on; the only illumination came through the windows: a filtered, grimy orange light from the floodlights outside. It caused the shadows to pool along the cement floor, and with the filter in his optics set to visible light, Ultra Magnus could not see the far side walls of the warehouse. Chains and cables hung from the mezzanines like shredded metallic cobwebs.

A clang from above drew Ultra Magnus's gaze upwards; Optimus had found his way in through the window and was moving along the catwalks. Ultra Magnus turned his attention back to his surroundings on the ground floor and minutely shifted the hammer in his grip, if just for the reassurance of its weight. He could hear the scraping sound, but immediately pinpointing its location was difficult, for the sound echoed as it bounced between walls and machinery. After a moment, Ultra Magnus turned to the right, and, out of the corner of his optics, he could see the glint of Optimus's paint as he did the same.

Ultra Magnus gritted his dental plates as he came closer to the source of the strange sound. It was audio-splitting and painful, nothing like the smooth, oiled glide of panels and gears that were working in unison. Beneath the screech was also the sound of bubbling, or gurgling, and confusion began to overcome his apprehension. Around him, the warehouse changed its shape, the outer walls expanding out to form a 'T' intersection with the rest of the building, and Ultra Magnus had barely time enough to register the sudden airiness of it before he ran into a barrier, his shin plates colliding painfully, and noisily, with the metal bars.

"_Slag_—" Ultra Magnus hissed before he caught himself, biting down on his mouth components to keep from making any further sound, as well as prevent the embarrassment of cursing himself out for being so careless.

"Commander," Optimus cut in from above. "Are you all right?"

"Fine," Ultra Magnus gritted out once he had successfully dissolved the litany of less than dignified words in his vocal processer. "What is this?"

"Locks," Optimus answered after a moment of silence. "This could also go into the energy plants just outside the docks proper—it looks like they draw in water from the lake to cool the systems."

Ultra Magnus could see the water, then, as it was glistening in the faint light streaming in; the crests of the dark ripples shined brightly as they lapped at the edge of the retracted covers. Tired of walking around so blindly, Ultra Magnus turned off his electromagnetic signal disrupter and immediately switched the filter in his optics to infrared. Infinitely more comfortable with being able to see, Ultra Magnus followed the guardrail along the uncovered sluice, and his optics were immediately drawn to the gates on the warehouse's wall: they were shuddering as they lifted up against the safety locks before slamming down again.

"We seem to have found the problem," Ultra Magnus said as he knelt to get a closer look. The churning, dark water made seeing the gates below difficult, but even still, he could get no reading on any All Spark energy. Ultra Magnus frowned. Yes, the behavior of the gates was peculiar, but it was nothing so strange as to send the humans into a retreat.

"A system glitch?" Optimus asked from his perch above Ultra Magnus. Ultra Magnus frowned, for the moment unable to answer. A glitch. Perhaps. But something did not feel right, _look _right. The water was dark, yes, but Ultra Magnus could almost convince himself of a shadow moving deep below, of black moving on black—

"Optimus! Move—"

But Ultra Magnus did not have time to finish, his warning cut abruptly short as _something _exploded up out of the water. He was too slow to keep from avoiding impact, and he was sent sprawling to the wall. The throw had been hard enough to make his optics flicker and his energon circulation stutter, and only a millennia's worth of battle training was able to get him to stagger to his feet and _face_ his enemy.

Ultra Magnus's vision stabilized just in time to see a mass of metal and seaweed rise up out of the flooding, broken locks, its dark blue optics focused upward at Optimus. Ultra Magnus wanted to say that it was Cybertronian, but he had never seen a mech built as such: it was roughly twice the size of himself and vaguely bipedal, the structure and shape of the armor awkward to the point of impracticality, and had no distinct facial features aside from the optics. Concave, rounded blades adorned each massive wrist, and along the plates of the brachial armor, Ultra Magnus could see words, illegible—a name?—in faded paint.

"A ship?" he murmured.

The strange mech reached up and took a swipe at Optimus, blades spinning. Optimus did his best to scramble out of the way, but the breadth of the catwalks gave him little room to maneuver, so he got caught in the tangle of metal as the catwalk came crashing down.

Ultra Magnus jolted forwards, dental plates gritted against the stabbing pain in his left shoulder, and took aim at the mech that was pressing in on Optimus, those carpal blades spinning. The attack was sloppy; his steps were too large and stumbling to coordinate any sense of timing and form, but the blow of warhammer against ankle joint was strong enough to draw the mech's attention away from Optimus.

A wordless roar of fury and pain followed the attack, and Ultra Magnus had to roll to dodge the retaliatory strike. The mech was powerful—the impact of his fist cracked the pavement—but far from agile, and he could only follow Ultra Magnus in wide, slow steps. Though hardly fast himself, Ultra Magnus was all too happy to make use of this slim advantage, and he well-recognized that the pools of grimy water on the floor acted suitably to reduce friction.

Better prepared and once again well-distanced from their aggressor, Ultra Magnus readjusted his grip on his hammer and let his ankle plates split to lower the wheels in order to help him gain momentum. They spun, kicking up water as he ran forwards, and when the mech pulled back an arm in preparation for a strike, Ultra Magnus pulled up the wheels to smooth out the bottom of his pedes and hydroplane. While he was sacrificing control for speed, all that was needed was a shifting of his weight for Ultra Magnus to slide into a new trajectory. The other mech halted, stumbling briefly in confusion. Ultra Magnus took the opening. Though the vulnerable gaps below the chest armor were out of easy reach, the knee joint was not, and it was grossly exposed. The mech screeched—a horrible, gurgling sound—as hammer connected against soft fuel lines and delicate, primitive gears, and he came down with a hard crunch against the pavement. Ultra Magnus himself skidded across the floor, having ricocheted under the force of the same attack, and came to a slow stop near the downed catwalk where Optimus was lying.

"Commander?" Optimus said, his lower jaw hanging slightly open. Ultra Magnus smirked, feeling inexplicably pleased with Optimus's awe.

"I did not become Autobot Supreme Commander for nothing," he said. He stood, extending a hand down in an invitation for assistance. "Now, up."

In one fluid movement, Ultra Magnus helped pull Optimus up, and Optimus was quick to raise his battlemask and activate his ax.

"Who is he?" Optimus questioned, his entire frame quivering with tension and optics locked on the mech that was struggling to stand.

"You have never seen him?"

Optimus shook his head.

"No. But then, this wouldn't be the first mech I've been introduced to like this."

"Perhaps there was some merit to the human's claims of an All Spark fragment, then," Ultra Magnus said. "Nevertheless. We cannot be too careful. Disable him."

Optimus did not have to be told twice. Quick as a shot, he took up the left flank, and Ultra Magnus hurried to mirror him on the right. They did not have a particularly large open space in which to maneuver, but the ability to move in between machinery and cargo crates diguised their paths, and the strange mech staggered to his feet, making inarticulate noises of frustration as he searched for a viable target. He settled for sweeping destruction, reaching out to crush everything within reach.

Ultra Magnus found his reactions coming more smoothly, however, and he was able to dodge easily. Despite his rank, he saw less and less of actual battle with each passing vorn; troops were sent to fight, and he was left in Iacon to command from half a galaxy away. While desk work suited him fine—he was one of the few that had the patience for it—his battle training and programming remained deeply ingrained, and to use them in such a hostile, alien environment felt like nothing less than a long, deep stretch.

Optimus was on the other side of the mech, drawing ever nearer by alternating calculated, stealthy runs with faster hydroplaning, and Ultra Magnus could not help but smile, a thread of pride and amusement drawing the corner of his lips upward. Optimus had always been a fast learner.

It served its purpose, though. With Optimus's bright colors, the mech's attention was drawn to him, and he was able to tease the mech into an even higher state of agitation. Ultra Magnus wasted no time. With the ankle and knee joint both compromised on the same leg, there was one other pressure point left to make the entire limb useless. Ultra Magnus vaulted over an upturned pallet jack and dug the handle of his hammer straight between the gap between the abdominal and upper thigh plates of the mech and into the pelvic joint. The mech collapsed instantly onto his side, water and silt gushing out of the gaps in his armor upon impact. The fall drove the hammer in deeper, and the entire lower half of the mech stilled as fuel lines and circuitry were pinched together.

Optimus rejoined Ultra Magnus, his ax unactivated but still raised. Ultra Magnus spared him a sideways glance, but for the most part kept his optics focused on the downed mech, who watched him back just as intently. The carpal blades were still spinning, slowly, in obvious warning. Though down, the mech was not without fight, and those optics were too thoughtful, too calculating, for Ultra Magnus to assume that the mech was not trying to work things out.

That…posed a problem.

Optimus seemed to recognize it, too, and he caught Ultra Magnus's optics, his expression carefully neutral.

"Commander? What do you want to do?"

Ultra Magnus reserved his answer, however, and took a few steps forward to be well within sight of the mech but also well out of reach.

"Designation," he said, putting the same quiet authority into his vocals that, in the past, had always encouraged intimidated new recruits into speaking. The mech only shifted, silent, so Ultra Magnus decided to try a different route and so softened his vocals. "What is your name?"

The mech looked disinclined to answer, but he was well aware of his disadvantage. At length he spoke, his voice garbled and bubbled, as though he was speaking underwater. "Sea Spray."

"Commander, look," Optimus Prime interrupted, drawing Ultra Magnus's gaze down Sea Spray's torso to the chest plates. The metal there, already rusted and warped, had cracked when Sea Spray fell, and through the split seam, Ultra Magnus could see the warm electric glow of a Spark. What was more, a sub-program in Ultra Magnus's processor chimed in recognition of its energy signature—deep and strong and so very unique…

This was an even greater problem.

"Sea Spray," Ultra Magnus began. "When—"

"Leave me alone." The plea was dragged across wet vocals, mud and water dripping out between the neck cabling to pool on the floor. His fingers, blunt and dented, clawed weakly against the cement. Ultra Magnus could not help but feel a faint chord of disgust in his spark; this mech was poorly built and, despite his strength, seemed little more than useless in a fight. "Go away."

"You carry a piece of the All Spark within your body. We cannot let you go."

"For once, old friend, we are in agreement." Ultra Magnus pivoted in place, his servos automatically reaching for the hammer that was no longer with him. Even before he saw the other mech, even before he saw the sharp planes of silver metal and Pit-fired red optics, Ultra Magnus knew who had spoken.

"Megatron," Optimus hissed, his ax flaring to electric blue life. Megatron—_the nightmare, the great deceiver, the silver-tongued_—spared Optimus only a cursory glance, instead focusing most of his attention on Ultra Magnus, who did all he could to keep from shuddering under the weight of that terrible gaze. The only satisfaction he had was that Megatron was not nearly as relaxed as he seemed, and both of his swords were drawn; he recognized the threat of Ultra Magnus as easily as Ultra Magnus recognized the threat of him.

The corner of Megatron's mouth curved up into a mockery of a smile, and his optics widened with false congeniality.

"How good to see you again, Ultra Magnus. What a surprise to see you actually in a battle, rather than sending those pathetic excuses for soldiers to do it for you."

Ultra Magnus refused to rise to the bait. Conversation was Megatron's signature method for testing for, and creating, weaknesses in his opponent, and Ultra Magnus had little inclination of becoming more disadvantaged than he already was. He had no idea when Megatron had arrived at the docks, but more importantly, the Decepticon Lord had waited until both himself and Optimus had taken down Sea Spray and made his presence known only once Ultra Magnus was left unarmed. Nor was there any easy way to reach his hammer; it was buried within Sea Spray's lower torso, and Megatron was fast enough to have him sliced in two before he had even made it three meters. He did have Optimus, but Optimus was beside him, so there was no way that he could signal the younger mech without Megatron seeing it, too.

_Slag_.

"What a surprise to see you here, as well, Megatron," Ultra Magnus replied, deciding to stall. "On a planet such as this. I assume you've redirected your aims of conquest to something more attainable?"

Ultra Magnus knew that he was playing a dangerous game, but his only chance was goading Megatron into a pre-emptive attack. Ultra Magnus could dodge much more easily than outrun him on a straight course, and Optimus had enough sense in his processor to be able to take care of himself; Ultra Magnus would not have to worry about him.

The tactic worked. Megatron's optics narrowed to thin slivers of burning light, and his silky smile melted into an ugly, curdled sneer.

_There, Optimus,_ Ultra Magnus thought as he heard the younger mech shift backwards. _See what a monster that mech truly is. _

Megatron did not step so much as slither out of the shadows, the darkness pooling along the seams of his frame.

"Give me the All Spark shard," Megatron ordered, the sound of his voice low and filled with menace. Ultra Magnus felt a swell of protectiveness flood through his systems; while his initial plans were unlikely to be any more generous than Megatron's towards letting Sea Spray keep his spark, he would be sent to the Pit before Megatron got his claws on any part of the All Spark.

"You'll have to kill me, first," Ultra Magnus replied. Megatron tilted his head, his expression something like perverse amusement.

"As you wish. Blitzwing."

It was all the warning Ultra Magnus had before Megatron moved, stepping forward with a speed incredible for a mech his size, and he had barely enough time to jump out of the way and avoid a deadly arc of one of his swords. Even as he did so, the line of windows high above shattered inwards, showering the floor with broken glass, and he could not see if Optimus had been able to avoid the sudden flurry of ice bombs.

Sea Spray gave a low, sizzling cry as he began clawing and dragging his way back to the locks. Ultra Magnus hurried to intercept him. Panicked and in pain, Sea Spray turned on Ultra Magnus once the Autobot Supreme Commander was within reach, and Ultra Magnus had to dip into an awkward, twisting duck to avoid the crushing swipe of Sea Spray's hand. The action wrenched something hard in his own knee joint, but it served to bring Megatron within range, and Megatron was forced to retreat a few steps to avoid getting his legs knocked out from underneath him.

It bought time.

Ultra Magnus grabbed onto the neck of the hammer and pulled to free it from Sea Spray's inner machinery. Sea Spray snarled, his legs spasming violently as Ultra Magnus heard the grind of a transformation cog trying to force damaged parts into place. Distantly, there were crashes and volleyed taunts between Optimus and Blitzwing, but after what he had seen in the past two days, Ultra Magnus could trust in Optimus to keep the triple-changer busy. What was far more pressing was the heavy, lethal advancement of Megatron, who had regained his footing. With hammer in hand, however, Ultra Magnus was more than ready to meet the Decepticon Lord.

Megatron's left sword gleamed darkly as it descended, and Ultra Magnus quickly raised the hammer, bracing it with both hands. As the weapons connected, Ultra Magnus grimaced as the energy transferred, traveling up his arms and rattling the wires and gears within; he had forgotten how _strong_ Megatron was. Ultra Magnus twisted back, pivoting on his ankle to avoid the slower upswing of Megatron's right sword. In this, Ultra Magnus had the advantage. Megatron's right arm was heavily weighted and made awkard by his fusion cannon, which was largely useless in such close quarters. As long as Ultra Magnus could avoid Megatron's free left, then he stood a chance at winning.

Megatron, however, was no fool. He stayed tight, pressing relentlessly on and driving Ultra Magnus back through the warehouse. The path was difficult; Ultra Magnus tried to find an easy path as he was forced backwards while Megatron made his own, slicing through machinery to litter the ground with debris and the air with sparks. Ultra Magnus knew he could not keep up the defense for long—near the locks, Optimus was struggling with Random Blitzwing, and he himself was tiring under Megatron's unyielding, endless attacks. He got his chance, though, as Megatron was forced to take an awkward step over a collapsed beam. Ultra Magnus twisted, hammer swinging up to catch Megatron solidly in the side—one of the few weaker areas of his armor. Megatron grunted under the blow, and with his balance already compromised, he faltered.

With momentum on his side, Ultra Magnus rushed the Decepticon leader, turning his hammer upside down in order to run the handle up into a vulnerable spot underneath the otherwise impenetrable chest plates. His goal was the spark chamber, and Ultra Magnus had the satisfaction of seeing a moment of genuine alarm in Megatron's optics before Megatron threw himself backwards. He dropped his swords in the process, tripping over crates and falling onto his back. Ultra Magnus followed, desperate to not give Megatron even an angstrom of room to escape, not when he had this chance—

Megatron snarled as Ultra Magnus tackled him, his only defense to grab at the hammer itself to keep from being decapitated. The move forced them both into a contest of strength: Ultra Magnus pressing down and Megatron trying to throw him off and both well aware of their fate should they abate in the slightest. Ultra Magnus was shaking, his arms straining to hold Megatron back, but just as he felt his servos begin to bend and creak, ready to snap, Megatron's attention was drawn off to the side.

"Blitzwing! The All Spark!" he shouted. Ultra Magnus reflexively turned his head to see Sea Spray diving into the locks, ready to escape them all.

The moment of distraction was all that Megatron needed. With a surge of strength, he pushed upwards, throwing Ultra Magnus back into the wall. Ultra Magnus cried out as his helm collided with the cement, the metal at his temple cracking. He clawed at the wall, searching for grip even as his jarred equilibrium sensors sent the room spinning around him. Sheer desperation and panic was enough to drive him to his and knees, but he shuddered and nearly crumpled under the pressing, throbbing ache of his main fuel pump as it struggled to handle the changes in pressure as energon was rerouted from damaged fuel lines.

"Up," Ultra Magnus hissed through gritted dental plates. "Get _up_."

Endeavor, then, seemed to be enough to force cooperation from stunned and sparking circuits, and his legs held as he climbed to his feet. He was aching, with the static in his audials slow to quiet and warnings flashing incessantly along the periphery of his visual feed, but Megatron was still alive and therefore still lethal. If Ultra Magnus was going to meet his end, then he would do it while standing.

Megatron, however, had lost interest in his Autobot rival. Sea Spray had made it to the locks, diving and disappearing beneath the churning black water, and Megatron was up and running after the rogue mech, pausing only briefly to retrieve his swords.

"Blitzwing, do not let him escape!"

The triple-changer was quick to respond; Hothead shifted in place, adjusting his balance as he struck Optimus across the jaw, rattling the faceguard. Optimus groaned, falling to one knee as feedback fizzled through his audials. Icy was the one who stepped back from his downed opponent, a cool and contemptuous frown pulling down at his mouth as red optics glinted under the brim of his Wehrmacht helmet.

"It appears that I have a previous engagement," he murmured, head bowing in apology.

"I'm afraid that appointment's been canceled," Optimus responded as he leapt at the sound of transformation; he reached out and grabbed the leading edge of one dark wing, tucking his head down to brace against the impact against the warehouse's wall as Blitzwing crashed them both through it.

"Optimus, no!" Ultra Magnus yelled, his vocals cracking when he took one stumbling step forward. That had been a foolish, risky move, and he made a mental note to berate Sunstreaker and Sideswipe for teaching their less than traditional tactics to other, impressionable recruits.

Megatron was close behind, neglecting to transform but still tearing his own way through the falling debris as he took up the chase as well. Ultra Magnus jerked forward, his first thought only of stopping Megatron from getting anywhere near the All Spark shard, but the deep jolts of pain through his wrenched hip and backstruts slowed him, giving time for rationality to replace impulsive action. Though far from incapacitated, his injuries would render futile any attempt at hand-to-hand combat; Megatron would have him off-lined in nanokliks. No, the situation called for precision. He waited a few tense moments before moving forward, staying as small and low as he could get along the mangled wreckage of both machine and building.

The hole in the warehouse's wall was large, and the support beams groaned with the added strain of keeping the rest of the building's integrity in place, but still they held, and Ultra Magnus felt safe enough to remain just inside, tucked tightly against the pieces of rubble—deep in shadows and well out of sight.

Megatron had come to a stop along the guardwall of the dock, scanning the lake for any sign of Sea Spray. With his attention focused on locating the All Spark shard, Megatron did not notice the Autobot Commander's reappearance onto the battle scene, either having disregarded him as no longer a threat or, Ultra Magnus thought with some disdain, forgotten about him entirely. He had always known Megatron to be exceptionally brilliant, though the Decepticon Lord had the fault of falling into single-mindedness and tunnel vision when frustrated or when his goal was within reach. Not for the first time, Ultra Magnus planned to exploit it.

Farther out, Blitzwing struggled under the added weight of Optimus, the engines of his alt. mode screaming as he rolled and tumbled in complicated acrobatics as he tried to shake the Autobot off.

"Please fasten your seatbelts and place your trays in their upright and locked positions as we prepare for an unscheduled landing," Random Blitzwing called out all too enthusiastically as he half-transformed, the action knocking Optimus loose enough that Blitzwing was able to find a grip along Optimus's backstruts and throw him off. Optimus crashed into the pavement, cracking the asphalt as he landed in a crumpled heap next to where Ultra Magnus had hidden himself.

"Remind me to tell Sari to cancel my frequent flier program," Optimus groaned, holding the back of his dented helm. Ultra Magnus quickly switched hiding places, moving closer to Optimus while still remaining well out of Megatron's line of sight. He reached out, running a hand along the sparking joint of Optimus's left shoulder.

"Are you all right?"

At Optimus's affirmative, Ultra Magnus leaned forward to whisper into Optimus's audio sensor.

"I have an idea," he said. "But I'm going to need a moment."

Optimus saw the pointed shift in the way Ultra Magnus was holding the warhammer, and he nodded, his ax materializing in his hand as his battlemask slid into place.

"I can keep Blitzwing busy enough," Optimus said. "And Megatron won't get involved until we regain readings on the All Spark shard. But I don't know where—"

Ultra Magnus and Optimus jumped at the sound of a thundrous crash out on the lake, both looking out to see huge pillars of water exploding under Blitzwing in ambush.

Blitzwing, who had been flying low over the surface, had been taken by equal surprise as Sea Spray launched himself up out of the water, tackling the triple-changer from below and gouging deep gashes into Blitzwing's armor with his carpal blades. Blitzwing tore himself free, but, unable to gain immediate height, Sea Spray was able to keep chase as he transformed into a sleek, powerful fishing boat, only to transform back once was Blitzwing was within reach. As such, he kept the triple-changer floundering on the surface, causing additional injuries with each alternate form.

No wonder Sea Spray had been such a poor example of a fighter on land, Ultra Magnus mused, if he had been built for the water. While greatly limiting the mech's potential, Sea Spray's new battle abilities could only prove advantageous, and Ultra Magnus turned back to Optimus.

"Just concentrate on keeping Megatron on the dock," he ordered. "It looks as though Sea Spray will be able to take care of himself."

"I'm on it, Commander," Optimus responded. He rolled to his feet, up and running before he had barely finished his sentence. It was confident, _fearless_, and Ultra Magnus thought that perhaps this strategy would work after all. Optimus would be able to give him the few minutes needed to shut down his unnecessary, quaternary systems and open new conducting channels to his spark chamber.

On the water, Blitzwing was faring poorly against Sea Spray, enough so that Megatron began to stretch out into the beginnings of transformation so that he could join in combat. Using his own momentum, Optimus swung his body into a tight spin and brought his axe around in an arc before releasing it halfway through.

Megatron hissed as the blade connected with the outside of his forearm, his transformation sequence grinding to a halt and reversing as he turned to glare at Optimus.

"You're not going anywhere, Megatron."

Megatron reached up and tore the axe from his plating and tossed it aside, following up the motion with a draw of his own swords. Optimus ducked their swing, dropping to the ground and rolling well out of the way of a secondary attack. From what little attention Ultra Magnus could devote to their fight, he was pleased to see that Optimus at least had the sense to roll towards where his weapon had fallen; it had taken an inordinate amount of time to teach Sentinel the same technique that Optimus instinctually knew.

When Optimus had his weapon back in hand, he was quick to the offensive, charging forwards as Megatron parried with one sword and swung the other, a move that would have been lethal if Megatron had not opted instead for the insult of a turned blade. He brought the broadside of his sword against Optimus's abdominal plating, sending the younger 'bot sprawling backwards and into a stack of steel cargo crates. The blow, even pulled, had been jarring, but Optimus was young enough, hardy enough, to take a hit like that and still be able to rebound immediately back up and rush to intercept Megatron before he could take off after Sea Spray. Megatron was hardly impressed; rather, he was the picture of boredom as Optimus threw every gear and cable he had into holding the much larger Decepticon back. Megatron was humoring him, _playing_ with him, but cold terror settled heavily in Ultra Magnus's spark as he realized that Megatron was also doing something so much worse. He was testing Optimus and watching the results with a precise, evaluating stare, as if to gauge potential usefulness—the same look he had given to a gifted, if egotistical, Seeker at the Academy.

_No_, Ultra Magnus thought viciously, terror and pain morphing into anger. _You can't have him_.

Ultra Magnus drew himself up out of the debris as he summoned the final strength needed for his attack and raised his hammer, the conducting lines flashing flourescent blue as it activated under his touch. Instantly, Ultra Magnus felt the hammer's pull on his spark, reaching to leach off the wealth of power and transform its elegance into something far more raw, and primitive, and fierce.

Despite his most basic of programming telling him to protect his spark at all costs, Ultra Magnus gave freely. He normally used the hammer's abilities to pull charge from the surrounding environment, but this time he opted for the method of speed, efficiency, and potential for the most concentrated destruction. The hammer vibrated with each new pulse of spark energy, the metals sending newly created electricity thrumming strong and hot across the Faraday shell that protected Ultra Magnus's inner machinery before looping it back across the layers of capacitors. Electrons flew and crackled under his fingertips and the building charge, lighting the outer layers of his armor in an almost inebriating rush.

Ultra Magnus continued to pump as much power as he could into the hammer, straining its storage capabilities as the energy pulsed and transformed and cycled within the weapon's head. Tiny arcs of static electricity jumped between his fingers as bits of energy escaped, searching for somewhere to go. Physics did not allow for electricity to be amassed in any great quantity, requiring consumption mere moments after production, and Ultra Magnus had to brace himself as he forced more charge into the hammer's handle.

He pushed until he felt it pressing back, the preliminary warning system in his processor alerting him to an imminent cascade of power failure and to the dangers of its consequent backlash. But he had to push as much as he could; he had one chance to get this right, and only when the cables in his wrist began to spasm with flashover did he submit to the demands of checked power.

"Optimus, up!"

Optimus jumped, backflipping up onto the treads of a crane and landing to balance on the tires in his heels, well out of the way and secure from any stray fork of raw power that Ultra Magnus was piling into a building storm.

The nanoklik that Optimus was clear, Ultra Magnus brought his hammer down, sending the current racing through the air and, more importantly, through the water in which Megatron was standing. Megatron roared in pain as the current traveled up through his pedes. Having little beyond the standard insulation with which all Cybertronians were built, his systems suffered electrical breakdown under the attack—they arced and sizzled between each other, the bolts searing and charring everything with which they came into contact. It was, as Ultra Magnus knew, severely damaging, and even from this distance, he could hear Megatron gasping under the pain of it.

It was extraordinarily effective, but exhausting. After only a few moments, moments which he hoped to Primus had lasted an unbearable eternity for Megatron, Ultra Magnus dropped, his hammer and its electricity going dark and quiet. His vents cycled heavily from the effort that the attack had pulled from him, and a similar sound, laced with pain, had him look up and across at the defeated Decepticon Lord. Megatron was glaring back at him, optics alight with a burning, raging hatred. It spoke of both impeccable memory and guaranteed retribution.

Ultra Magnus stared back, unwilling to back down from the Pit-demon that had once dared to call itself the Protector of Cybertron. Megatron snarled as he called out to his follower.

"Blitzwing! Retreat!"

With great exertion, Megatron heaved himself upward, transforming into his alt. mode. He flew away, each rotation of the blades accompanied by a rasping grind that Ultra Magnus felt violently pleased to hear. Blitzwing, broken and leaking energon from Sea Spray's attack, followed.

But even after they were well gone, Ultra Magnus could not quite force himself to relax. He was still running hot, fragments of feedback electricity sparking through his circuit relays. His processor felt slow and stupid, all rationality and coolness lost in the face of the fierce storm ravaging his internals: he could feel his spark flaring in its chamber, each contact with remnant flashes of energy working it into ever higher states of stimulation, while his body still trembled from the dark thrills of battle and pure, unleashed aggression.

Through the electric haze, Ultra Magnus could hear Optimus approaching, his foosteps muffled as he sloshed through water and bits of debris. Ultra Magnus almost warned him away, but his vocals seized when he could summon up neither the desire nor the will to do so.

"Commander," Optimus tried, softly, stooping lower when he received no response. "Ultra Magnus."

The small touch to his shoulder was all that was needed. In the instant that Optimus flinched away from a small jolt of static between them, Ultra Magnus was on his feet, pushing the yonger 'bot back into the wall and holding him there, his mouth crushed against Optimus's own. He should have had more control. He knew this. But he was _burning_, still blazing with a wild energy that needed an outlet.

"Don't move," Ultra Magnus growled, Optimus shuddering as he licked a stripe up the plates of his neck. "Do not. Move."

It was all the warning for which Ultra Magnus could cobble together any semblance of coherency. He could never hurt Optimus. No. But with how he was feeling, the turbulence in his spark transforming the earlier, roiling need for violence into pounding arousal and filling him with a craving to consume, to possess, Ultra Magnus could only imagine what would happen if Optimus dared to fight back.

When Optimus submitted instead, the corners of Ultra Magnus's mouth pulled back into a feral grin, baring denta that glinted in the poor light of the docks. Engine components revved in appreciation as Optimus tilted his head back, the lines of cables exposed as the plates of his neck stretched and separated. Ultra Magnus was all too happy to take advantage. He leaned down, kissing and worrying at the seams in the metal, each scrape of his denta rewarded with a startled purr from Optimus's vocalizer.

A small part of him that was still wrapped in centuries of decorum thought to be appalled at the display he was surely making, his behavior no better than that of an overcharged youngling. It was quickly silenced, though, as Optimus spread his legs, allowing Ultra Magnus to slide in between and press all the more closer to him.

Nearly snarling at so blatant an invitation, Ultra Magnus let any remaining molecule of doubt burn up in the rising, smoldering currents of aroused spark energy. He released Optimus's wrists in favor of the delightfully smooth metal of slim blue hips, his fingers prying in between the seams and snagging in the gears and cables there. Optimus trilled in revelatory pleasure as static sizzled between the tips of Ultra Magnus's fingers and his own internal cogs, each tiny arc sending small but sharp bursts of tingling energy through the rest of his neural network.

Ultra Magnus relished in the younger 'bot's reaction. He pulled upwards, lifting Optimus higher to bring him into better alignment and to indulge in what was now his for the taking. Optimus arched beneath him, causing their chests to come together, and dear Primus, it could not be chance that Optimus fit so well against him.

With Optimus's weight resting on his thighs, Ultra Magnus was free to loosen his grip on Optimus's waist and open his hands up to playing along black abdominal plating. He _wanted_ to touch—everywhere—especially with Optimus shivering under the streams of electricity that followed the trail of his digits up to the swell of Optimus's chest armor. Pausing there, Ultra Magnus dug into grated metal of Optimus's grill, thumbs tracing the underseam of the reinforced plates. The uneven charges that had built once more in his hands detonated, balancing themselves with the circuits that Ultra Magnus knew ran close to Optimus's spark chamber.

He had to hold tight as Optimus bucked and thrashed under the sharp, random pops of stimulation.

"So sensitive," he murmured.

In retaliation, Optimus grabbed a hold of either side of Ultra Magnus's helm, digits clenched around the bases of his antennae. Ultra Magnus hissed against the flood of static in his audios as Optimus pulled him in for a hard, open kiss. There was nothing tender or gentle about it—just bruising contact as both tried to devour each other. It was, however, overwhelming in its intensity, and for as long as he lived, Ultra Magnus did not think that he could ever tire of this, of Optimus's taste and those lovely little sounds he made when delicate mouth components were touched and stroked.

Passion steadily built between them, no less so than water piling up to form a tsunami, and it had no less danger attached. They could feel each other, the atom-thin coronas of spark heat touching even through the layers of armor, the convergence just light enough to be nothing less than torture.

Ultra Magnus tore away first, vents cycling the heavy Earth atmosphere to try and cool his rapidly overheating systems.

"Open," he ordered. "Now."

Optimus trilled as he tilted his head back and arched his back, the plates of his chest sliding apart. The revealed spark was blue and young and brilliant, bright as any sun and Ultra Magnus had to shutter his optics briefly against its light. His own armor split down the middle in immediate response, no time spared to savor any moment of anticipation. Drawn together by gravity—by charge—by desperation, their sparks connected.

Ultra Magnus could not be entirely certain which of them screamed.

As cords of energy snagged and tangled, Ultra Magnus was sure that only his armor kept him from being pulled inside out while his spark nearly tore itself free from its chamber. He had quite honestly forgotten that interfacing could feel like this, with minds brushing but having nothing to say—not when processors were blank and stalled in a rip tide of undiluted sensation.

Emotions both familiar and new, rippled between them, too fast and mercurial to keep up, much less begin to decipher to whom they belonged. This was Optimus, all of him, trusting enough to open himself completely and let Ultra Magnus press in—deeper, _harder_—and touch everywhere he could reach. What was more, he was equally open, and he could feel himself being touched back.

_Primus_, Ultra Magnus thought, concentrating as much adoration that he could fit into his spark. Optimus twitched, fingers clenching hard into Ultra Magnus's shoulders. _You're beautiful._

They broke, then, together, as overload came hard and fast—less a rush of fire and more a supernova. Every part of Ultra Magnus's body wrenched under the backwash of clean, glorious energy that started in his very center and spread everywhere at once. It was so strong and complete that for one brief instant, he feared that he had fallen apart. Eventually, though, the intensity faded, and while still physically intact, he was nevertheless left spent against his similarly spent partner.

Awareness was slow to return; it came in pieces behind the gentle ripples of pleasure as he gradually relaxed. Beneath him, Optimus was trembling, and Ultra Magnus may have felt a moment of tenderness were it not for the unreadable expression in Optimus's optics. With a vague sense of guilt instead, Ultra Magnus stepped back.

Disconnection hurt; both he and Optimus hissed as their sparks unknotted. Every part of him felt well and thoroughly used, an exhausted ache in his chassis that was gratifying in how deep it went. Moreso, his strength was gone, every gear and cable too stretched, too loose, to maintain any balance or support. He released Optimus, disentangling himself from the younger mech before turning to rest against the wall.

Ultra Magnus let himself slide downwards to sit on the ground, his legs folding up underneath him and twinging after being held in one position for so long. Optimus followed suit, and they sat together, shoulders not quite touching, for several long minutes. Silence separated them. Ultra Magnus felt compelled to say something, but he could push nothing past his vocal processor. Every word he tried felt trite, or, at the very least, insufficient. There was nothing to be ashamed of, he knew, but it had been a long time since he had so completely lost his self-control like that. While Optimus had been far from an unwilling participant, there was too much unfortunate history between them for Ultra Magnus to feel comfortable. Still, he could not quite work up an apology, either.

Beside him, Optimus shifted. Even in the darkness, he could not hide his grimace.

"Are you hurt?" Ultra Magnus asked, grateful for the distraction from his embarrassment at being so utterly ridiculous.

"No," Optimus replied. "Nothing that my self-repair systems can't handle, anyway."

"Do you wish to call your team for assistance?" Ultra Magnus questioned anyway, willing to give Optimus a way out if he wanted. Optimus shook his head.

"No. I think that fighting Megatron for an All Spark shard that brought a shipwreck to life and turned it into a Cybertronian lake monster is one adventure that Bumblebee does not need to know about."

Chuckling despite himself, Ultra Magnus looked out at Lake Erie, its dark choppy waters reflecting downtown Detroit in small, sharp splinters of orange and pink light.

"Sea Spray has gone," Optimus said, his voice quiet. "But he was injured. He shouldn't be that difficult to find, Commander."

Ultra Magnus scowled, not liking how blank Optimus's voice had turned, and despite the willingness to follow orders, Ultra Magnus heard Optimus's true opinion on the matter in the use of his title.

There was a danger, though, in letting Sea Spray remain free. Optimus was correct when he said that the mech would not be terribly hard to find, and Megatron could easily take advantage of it. The All Spark was extraordinarly valuable to Cybertron, sacred even while broken. As such, Ultra Magnus could nearly hear the voices of the Council members in his processor, pontificating on the correct protocol and the need to protect the most precious of Autobot artifacts.

Vents cycling in a mechanical sigh, Ultra Magnus shuttered his optics. Sea Spray's expression when he had been taken down flitted across his processor; there had been fear, there, as well as confusion and pain. Ultra Magnus wondered if Optimus had also been able to pick up on the small light of hope, too, as Sea Spray had eyed the water and his way to freedom.

No. Decision was never easy, and Ultra Magnus could feel the weight of his choice as much as any of the others he had made in his long career in the Autobot military.

"Let him go," Ultra Magnus said at length. "He knows us, now, and who we are really fighting. If he wants assistance, he will come ask for it."

Out of the corner of his optics, Ultra Magnus could just see Optimus's answering smile.

"Yes, sir," he replied.

They fell quiet again, but as much as mutual companionship seemed an adequate reason for remaining where they were, Ultra Magnus climbed to his feet.

"We need to head back," he said, wincing as the aches from battle made themselves known. "Though I think I should prefer it if we walked."

8888

Little was said as they returned to the _Coriolis_, the sight of the ship easing away the last strains of nervous tension in Ultra Magnus's backstruts. All was dark and quiet. He felt better, even through his recent injuries, on more familiar territory—where Cybertronian metal and Autobot property restored to him some sense of control, however much an illusion stability and predictability could be on Earth.

Ultra Magnus started up the entrance ramp, feeling so terribly ready for the comfort of his quarters. He stopped and turned, though, when he realized that he was not being followed. Optimus had remained behind, standing outside the edge of the shield's limit of protection.

"I will see you tomorrow morning, Commander, as ordered for departure."

Ultra Magnus frowned. For a moment, he had genuinely forgotten that Optimus was not staying aboard the _Coriolis_ and that his team was still back at the old factory, spending their last night on Earth with the small human child. Optimus would, of course, return to them. But, as Optimus snapped a salute and turned away, Ultra Magnus found the idea wholly unacceptable.

"Wait," he called. What he had planned to say afterwards, with Optimus's optics trained on him and watching with patient expectation, Ultra Magnus did not know. He floundered, casting for something—anything—to say that would not make him sound a fool. _'Don't go_,'was too honest, and it sounded absurd even without being voiced aloud. Besides, he would not be able to give a satisfactory explanation, neither to Optimus nor himself. What he had to do was _think_, and old age was for nothing if he had not been able to pick up a little cunning along the way.

"Will you please send Ratchet over when you return?" he finally asked. The plates around Optimus's optics narrowed in obvious confusion.

"May I ask why, sir?"

"I may have taken a few hits harder than I originally realized," Ultra Magnus answered. He turned to fully face Optimus, making sure to put just enough stiffness in the motion to draw Optimus forward. Optimus, ever gullible in his concern, did so. He walked up the ramp to examine the attested injuries more closely, and Ultra Magnus tilted his head so that the younger 'bot could catch glimpse of the crack at his temple.

Ultra Magnus knew that he was playing a fine line here; exaggeration would result in Optimus following through on his request, whereas too much passivity would leave Optimus suspicious. Perhaps he already was, but Optimus's trusting nature would make him hesitate in believing that Ultra Magnus was lying in the absence of any clear motive.

"He's usually recharging this time of night," Optimus said. He raised his hand to run gentle fingers along the dented metal of his Commander's helm; Ultra Magnus hissed quietly at the touch. Internal debate was obvious in Optimus's expression. He had made it clear enough that his team was not looking forward to leaving Earth and Optimus had wanted to leave them as much as possible with their adopted home, but neither could he leave Ultra Magnus hurting.

"I'm no Ratchet," Optimus finally said. "But I may be able to help you with this."

Ultra Magnus kept his expression deliberate and free from any sign of the sharp pulse of victory in his spark.

"That's fine," he agreed.

Optimus led the way, well familiar as he was with the interior of the ship. Ultra Magnus followed close behind, the last shreds of anxiety and insecurity left from their fight with the Decepticons melting away. He wanted to—he almost—thought that this is the way it should have been all along, both he and Optimus walking together along the cool metal hallways to the officers' quarters, but it was dangerous to feel that way. He quickly and decisively suppressed the notion.

Having no medic on board, protocol required all officers to have basic first aid equipment in their own rooms, so it was to Ultra Magnus's quarters that they walked. Though the ship was unmeasurably far from Cybertron, he could not help but think as he stepped into his rooms that it felt good to be home.

Ultra Magnus settled up on his berth; the soft give of the foam pad beneath his tired and aching joints was almost enough of a temptation to lie back and slip into recharge, but he resisted. Watching Optimus move about his quarters as he retrieved the medical supplies was so much more enjoyable. Perhaps the indulgence was a little juvenile, but how often had he returned to his dark, empty quarters after grueling Council sessions and wished to see someone waiting for him—someone who would comfort and listen and whose soft blue optics would brighten as he was welcomed back home?

Optimus returned with his hands full, his years spent with Ratchet evidenced by the way he gently set the supplies down on the side table and quickly organized them. Neither spoke, but Ultra Magnus was content enough with silence as Optimus laid a hand along the underside of his jaw to keep his head still. There was a small, cool rush of relief as Optimus spread the setting gel along the crack in his temple, the mild anaesthetic in it dulling the pain, but Ultra Magnus barely noticed it.

As close as Optimus was leaning in to apply the patch, Ultra Magnus could just barely catch the sharp metallic scent of him, faintly sweetened by dried lakewater. There was warmth there, too, soft and faint under the curved white plating of Optimus's neck, and Ultra Magnus had to swallow heavily to relieve the syrupy pressure that was building in the back his throat. Optimus was close—so close that Magnus's processor could not do much beyond calculate ways of keeping him there.

This was a bad idea.

While he could allow himself such temporary lapses as earlier, Ultra Magnus had long ago told himself that moments like these were unforgivable. It simply was not fair—to either of them—and Ultra Magnus knew that he had only his own weakness to blame. Perhaps things would have been different had Optimus not been discharged from the Elite Guard like he had. Before then, there had not been so many…complications. There had been only the question of a relationship between a superior officer and subordinate and the inherent risk of favoritism.

But even then, Ultra Magnus had not concerned himself overly much with the problem. He had led the successful campaign to drive the Decepticons off Cybertron, effectively ending the Great Wars, and his resultant status as a hero made him the most powerful mech on Cybertron. It, at the very least, guaranteed that the Council would never dare deny him anything he wanted, and for a long while, he had wanted Optimus.

But after…

_Afterwards_…

Countless vorns of operating in accordance to strict military protocols ensured that regret for his decision to discharge Optimus was never a factor. He could, however, acknowledge when he had handled a situation poorly. In the beginning, their relationship had appeared to be so blissfully free of complications that Ultra Magnus had been decidedly unprepared to find out just how entangled he had become in the younger mech's emotional well-being and how his spark would so tightly constrict when he saw how Optimus was _looking _at him after the final verdict.

Deeply spooked, Ultra Magnus had sent Optimus away—far away, to the edges of the galaxy, giving the order through a comm line without an accompanying explanation. Perhaps it had been cowardly, and Ultra Magnus had tried valiantly to convince himself that he was so impossibly busy during those few solar cycles that he simply could not meet with Optimus in person.

Worse was the insight that the reassignment had not exactly worked as planned. Pretending that their break had been as clean-cut as fantasized had been easier from half a galaxy away; distance gave Ultra Magnus his clarity back, and confusion was easily turned to anger, disappointment, and coolness. It had not been so easy the few, scattered times that they had met in person—when sense and fairness fled, and latent desire had him tumbling Optimus down into his berth and ultimately had him making things worse.

And here he was again, about to fall into the same trap that he kept setting for himself. But the touch against his helm was so gentle, so familiar, that the thought of pushing Optimus away made his chest ache.

_To the Pit with it_, Ultra Magnus decided. He had never done anything right where Optimus was concerned, anyway.

Tilting his head into Optimus's touch, Ultra Magnus reached up and covered the younger mech's hand with his own. Optimus aspirated once, slowly and deeply, and Ultra Magnus could feel him trembling. He could at least take comfort, then, in the fact that he was not the only one who was _wanting_, and that foolishness appeared to be indiscriminate in terms of young or old age.

Optimus was warm, his inner machinery still faintly buzzing from their earlier, improvised assignation, and the easiest thing in the universe was to turn and place a light, scraping kiss against the dark blue wrist. Though far from sated, the rough edge of desire had at least been dulled, and Ultra Magnus could far more easily control the swell of _need_ that was pressing so strongly against his spark.

With his free arm, Ultra Magnus reached out and wrapped his hand around the back of Optimus's neck to tug him closer.

"Forgive me," Ultra Magnus said before he pulled Optimus into a kiss.

Optimus stiffened but did not pull away, and Ultra Magnus was quick to take advantage. He adjusted his grip on the younger mech, one arm snaking around Optimus's waist. His balance compromised, Optimus had little choice but to lean in and rest his weight against Ultra Magnus's broader shoulder plates.

Keeping his touches soft and gentle, and taking a quiet sort of pleasure in the way he could feel Optimus trembling, Ultra Magnus ran a thumb along the edge of Optimus's right audio. He knew it to be a small spot, but delightfully sensitive, and Optimus's intake vents stuttered.

"I remember you, you know," Ultra Magnus murmured. "Standing in front of the entire Academy as you took your oaths at the Convocation. You were…intriguing."

Optimus was pointedly silent, and Ultra Magnus smiled into the delicate plates along Optimus's jawline. Ultra Magnus sat in silence with him, enjoying the steadily building pressure in his spark before he continued.

"From the start, I knew that you would be something special."

And suddenly, like a wire had suddenly been cut, the tension that had been set in Optimus's shoulder struts drained out, and with a muffled sound, he collapsed thoroughly into Ultra Magnus. He was warm, his mouth components warmer as he placed feverish kisses along Ultra Magnus's helm.

"Dion," was all that Ultra Magnus heard before a rush of lust—white-hot like energy, like lightning—compelled him forward in one explosive reaction. His sudden movement was met with a short cry of surprise from Optimus—one that quickly melted into a pleased groan as Ultra Magnus twisted, shoving him back and down into the berth. Alight with this new, burning fire, Ultra Magnus followed Optimus down, his hands wrapping around the younger mech's wrists and pinning them against the foam pad. Ultra Magnus leaned down to press his mouth against Optimus's, the contact hard enough to hurt, and he slid his glossa in when Optimus's mouth opened in a startled gasp.

Very few mechs knew of his real name, a fact of which Ultra Magnus had personally made sure, but coming from Optimus, he rather liked the sound of it.

"My name," he murmured, his voice low and rough. "Again."

"Dion," Optimus whispered, repeating it once more before lifting his head to kiss back with equal ferocity.

It was tempting—so tempting—to take, to _have_, but Ultra Magnus refused to do anything to scare Optimus off, especially when everything was finally right again.

He decided instead to lean back and settle his weight on his heels, using the new vantage point to release Optimus's wrists and run his hands down the lateral lines of Optimus's abdominal plating. Ultra Magnus took no little satisfaction in the way that Optimus's optics flickered under the stimulus and the way that his chest plating shuddered against their locks.

Ultra Magnus had lived far too long to still hold true to the idea of Primus in any literal sense; he had never been one for much religious zeal anyway, and countless vorns under military service and in the Autobot Council had lessened his convictions that there was still an almighty being—if he had ever existed at all—who continued to direct the workings of the universe in a precise and purposeful way.

Furthering Ultra Magnus's disregard for Primus was the thought that if he had created at least Cybertron and all its citizens, then he had done so wrongly. If Primus was all-knowing, or at the very least benevolent, then he would have given Optimus to Ultra Magnus long before this lifetime. There was something fundamentally wrong in the fabric of this universe that had let a much younger Dion live a quiet, lonely life in the library of Antihex, where had so often imagined a companion, a best friend, a lover to keep him company. Even worse was the loneliness when he was recovering from a shuttle accident that had nearly killed him—when he was still adjusting to a new frame that had been built under the request of the Imperial Palace, which was in need of more suitable mechs for handling the growing unrest in Kaon—when all of Cybertron was celebrating the defeat of the Decepticons, and Ultra Magnus had realized that of all the mechs dead, none were his to mourn.

Shrugging away the memories, Ultra Magnus leaned back down and captured Optimus's lips in a kiss. They didn't matter much now, anyway, not with Optimus here, now, hot and trembling beneath him.

At the ignored protest of the gears and struts in his lower back, Ultra Magnus let the majority of his weight rest on hips and thighs and sink into the berth between Optimus's legs. With his elbows bracing him, he pushed Optimus in and down, his hands splayed across the underseam of Optimus's chest plates and fingertips working inwards to tease at the catches and locks.

"Dion, I—" Optimus tried to speak, but old age would be for nothing if Ultra Magnus had not yet learned to take the appropriate advantages over the young, and all it took was one press to an inner wire to turn whatever Optimus had planned to say into a garbled moan and made his optics flicker.

Feeling somewhat smug, Ultra Magnus smiled as he bent his head down and laid his forehead against the glass of Optimus's windshield. 

"Open," he whispered.

He was somewhat loathe to hurry, but he had to take pity on the mech in his berth and he certainly could not deny his own relish and satisfaction at seeing Optimus rushing to comply. He had paused at the spark chamber, but Ultra Magnus did not particularly mind. With Optimus's armor open before him, Ultra Magnus was more than happy to kiss and mouth and stroke at the inner machinery, which was still pristine and beautiful in its newness, with hardly a scar or kinked wire to be found. Ultra Magnus had to remind himself to remain gentle in his explorations lest he leave ruin in his wake.

Optimus was less favorable to this course of action, and Ultra Magnus could hear him gritting and grinding his denta, and Ultra Magnus knew that it was only because Optimus's hands were otherwise occupied with grasping at the edges of the berth that he was not being hurried onwards.

Though the spark chamber was still closed, Ultra Magnus could feel the heavy, electric press of Optimus's spark, its corona of energy bright and hot, and Ultra Magnus had to swallow back the sensation of his own spark trying to expand out through his entire being. There was a hum as Optimus initiated the sequences to open his spark chamber, but Ultra Magnus reached out and laid his hand across the dark casing, stilling Optimus for a moment. Though the spark was the center for pleasure in every Cybertronian, Optimus still had a few things to learn, and Ultra Magnus very much wished to teach him about the oft-neglected outer surface of a spark's housing.

Ultra Magnus ran two fingers down the central seam before tracing aimless patterns along the metal. He could feel tendrils of energy reaching out from the spark and meeting his fingertips through the casing like the plasma globes sold to human children, and he indulged himself in letting the energy chase his touch around before he stroked downwards and massaged the seam where the spark chamber was attached to Optimus's inner chest.

Already trembling and panting under Ultra Magnus's attentions, Optimus trilled, his vocalizer popping as it nearly reached a new octave.

"Dion," he managed past the gravel and static. "Dion, please."

"So impatient," Ultra Magnus responded. "All right."

Optimus nearly sobbed with relief as he let his spark chamber split, and Ultra Magnus had to reset his optics against the glow. Optimus's spark was practically swollen with charge, so Ultra Magnus would have called himself merciful had the sight not dissolved any of his remaining self-control. He rose up, his own chest armor parting almost of its own volition before he sank once more and connected their sparks.

Ultra Magnus gasped under the heady and disorienting onslaught of those first few moments of spark merging, when their two sparks shared and passed their energy back and forth in an attempt to equilize, the wave chain of power filling and emptying and filling Ultra Magnus again before it stabilized into gentle ripples.

Though his external sensory feeds were capable of little more than a foggy, confused jumble of transmitted data, he could feel Optimus's fingers digging into his back plating, the metal stressed under the pressure as Optimus tried to pull him closer. Ultra Magnus did his best to oblige, concentrating on focusing his attention on the center of all that was Optimus and pushing him open in order to reveal him.

It was perhaps presumptuous, even given their current situation, but Ultra Magnus wanted to _know_ Optimus. Even during their relationship at the Academy, Optimus had always been a little shy and more than modest, and Ultra Magnus had had to fight for every bit of information he could obtain about Optimus's more secret thoughts and plans and desires. It was no surprise that now, with the addition of bad memories between them, that Optimus remained especially hesitant at so deep a spark merging, so Ultra Magnus went first.

He needed to be kind and gentle, but since he knew that he had too few happy memories to share, Ultra Magnus decided to share instead his dreams—the quiet dreams, where war was a distant concern, where Cybertron was safe and Optimus was there, at the end of every solar cycle, ready to help soothe away the fatigue and be with him in content companionship. These dreams were Ultra Magnus's favorites. They were often there when recharge would not come easily.

_And you?_ Ultra Magnus thought, his spark eagerly drinking in the warm energy of Optimus's own and brimming with an overwhelming tenderness towards the young mech in his arms. _I'd like to know what makes you happy_.

Ultra Magnus knew that he and Optimus were terribly alike, and when he felt Optimus pause at the request, Ultra Magnus was ready for tiny, bright moments in an otherwise dark life: sharing drinks with his coworkers in the docks, reading the rare data pads of literature that fell off of the ships, the affection so strongly felt for both Elita-1 and even Sentinel Prime.

As Optimus had already confided these memories to him, so much stronger was the surprise when, this time, came visions of a blue-green planet—visions of _water_, of sunlight, of a team of the most mismatched individuals possible, and of a small red-haired girl who had made all of them her friends.

_When I belong_, Optimus replied. It did surprise Ultra Magnus, yes, but a moment later he realized that it shouldn't have, and he resolved to remember that when he and Optimus went back to Cybertron. Optimus was the type of mech who needed a job to do, and while Ultra Magnus could not admit him back into the Guard itself, there were other departments that would suit him.

It was this certainty, this hope, and visions and memories of great cities and gleaming spiral towers and a stable and secure Cybertron—of _home_—with which Ultra Magnus filled his spark before gathering his energy and pushing it back into Optimus, who jerked at the notion of 'home' before pushing back.

_Home?_

With the return of spark energy came images of traffic on the I-75, of Sari teaching Bulkhead how to jump-rope, of carwashes and sunlight and both Prowl and Ratchet yelling at Bumblebee for disrupting the peace of their base with his choice of music.

Ultra Magnus paused before pushing back. _It is a good planet_, he conceded. _I'm glad you have found some happiness_.

_Happiness._

As the energy returned, stronger and brighter and full of more flash than he had sent it, Ultra Magnus lost his focus under so much physical sensation, and it was all he could do to reroute it into Optimus, who was quick on the return and it quickly became a dizzying game of flooding each other's systems with the most charge. It built, faster and higher, each wave filled crashing through Ultra Magnus's systems like a wildfire, and he knew by the sound of Optimus's gasps that it was doing the same to him. _More. I need more. Faster, higher, I need—_

When overload finally came, it was like being consumed, like being broken into ten million pieces before being put back together again in a lazy reconstruction that neglected to put everything back where it belonged.

Ultra Magnus collapsed against Optimus, trusting in the other mech to bear his weight in the long moments it took him to gather his strength to roll to the side and let his self-repair systems work the minor damage of overheating and singed circuits.

They both remained silent, and while Optimus stayed the night, he woke before Ultra Magnus and returned to his Autobot team in the early morning hours, leaving Ultra Magnus an empty berth and a room filled with regret.

88888

Ultra Magnus was last to arrive to the entrance of the _Coriolis_, having missed the last round of hugs that Sari had given Optimus and his team but still not late enough to see the way her eyes were still red with tears. Even Fanzone had a drawn face, and none of Optimus's team were looking kindly at the ship. Optimus was the first of them to step forward, ready to board, but Ultra Magnus spoke up, stopping him.

"Given the recent developments, I've decided to let you and your crew remain here on Earth to search for more Allspark fragments and keep them from falling into the hands of any of the Decepticons that may still be left on this planet." He motioned Jazz forward, who handed Optimus a case of stasis cuffs. "I think you may need a few more stasis cuffs for the jobs."

Optimus was staring back at him in shock, and not a little joy, as Ultra Magnus patted him on the shoulder.

"Goodbye, Optimus Prime. And good luck. I have a feeling you'll need it."

"'Til all are one," Optimus murmured back, unable to hold back a growing smile. Ultra Magnus let the corner of his own mouthplates twitch upwards before he turned and headed back up the entrance ramp, ignoring both Sentinel's sputtering at the decision and the way Jazz flashed a grin and thumbs up back at Optimus.

It was well past time to go home, but while he was going back alone, he figured that, with as old as he was, he supposed it was only inevitable that he got things right every once in a while.


End file.
